The letter of resignation below from Shutterfly's Bd. Chairman was posted on the blog written by Jupiter Media's CEO Alan Meckler.
Dear Jeff,For many of us Sarbanes Oxley is a name we've heard but unless we are at a certain level in the organization about all we know is that most of those who are involved with it do not exactly look upon it as a "perk" of being a senior corporate officer.
Please forward this to the other board members, as I do not have their addresses with me.
After considerable thought over the holidays, I've decided effective today, January 1, 2007, to resign from the Board of Directors of Shutterfly. My reasons are twofold: 1) as a technologist, I feel there is little that I can offer to guide what has become a manufacturing company, and 2) because of the constraints imposed by Sarbanes-Oxley on my having any significant role on the board.
As I understand it, Sarbox dictates that I not Chair any committee due to the size of my holdings, not be on the compensation committee because of the loan I once made to the company, not be on the governance committee, and it even dictates that some other board member must carry out the perfunctory duties of the Chairman. What's left is liability and constraints on stock transactions, neither of which excite me.
It seems pretty clear to me that lawmakers have gone too far in considering a large shareholder to be inappropriate in the roles, but it is equally clear that I have no ability to change this in the near term. My only solution is to become an outsider. I wish to be treated as such effective immediately.
I want to congratulate you and the team for what you have accomplished. You are doing a great job in a very competitive market, and I have no doubt that Shutterfly will continue to do well under your leadership. I will continue to recommend your service to all.
Chairman of the Board
Since ExecuNet is privately held, I am happy to say we are still looking upon SarBox as something we hope and pray will never befall us.
So why did reading Mr. Clark's letter give me such pause? Because it sounded to me like the words from a very decent man who had reached the point where he felt he had to give up. That the law written to manage the few had made Board participation so painful, unrewarding, and frustrating that it just wasn't worth it any more. Life is too short.
It is no secret that we constantly hear from almost any segment you can name the cry for leadership, and how it is in such short supply. Our surveys talk about it, the talking heads on TV talk about it, OpEd pieces from coast to coast talk about it.
Sure we need laws, even I know that, but when I read stuff like this it really does make me sad to think that we continue to invest such time, energy and our tax dollars into trying to legislate ethics.